Love Me Tender
by Serria Spell23
Summary: Mark and Susan have always had feelings for each other. Shortly after his divorce, Susan decides to help him out and they fall in love all the while Carter is watching from the sidelines, never voicing the feelings he's developed toward Susan because he never wants to ruin their relationship. Will he come out of his shell and find courage or will his feelings remain unknown?
1. Being There

**Hey, sorry I am so focused on _ER_ but this idea been bugging me. This story will probably a 'mini-story' depending where the storyline goes but focuses Mark/Susan and of course Carter's crush on her. So there's Carter/Susan subtext revolving around him feeling like he can't have her and not wanting to ruin her relationship with Mark. The quote represents how Carter feels how about Susan even though she views him as a child or her student Hope you enjoy as always read and review and tell me what you think. Reviews keep me updating thanks ~Serria Spell23. **

* * *

**Ch.1-** _Being There_

 _"But traditions I can trace against the child in your face won't escape my attention you keep your distance with a system of touch And gentle persuasion I'm lost in admiration could I need you this much. Oh, you're wasting my time You're just wasting time. Something happens and I'm head over heels I never find out till I'm head over heels Something happens and I'm head over heels Ah don't take my heart Don't break my heart Don't throw it away._ "

 _Head Over Heels_ ~Tears For Fears

I walked into the hospital and glanced around for Mark. It had been a few months since his divorce was finalized and I wanted to see how he was doing. Entering the lounge, I noticed the lights were dim, a figure curled on the couch shielding their eyes.

"Susan, can you shut the door please?"

I nodded closing it softly behind me. "Mark, are you drunk?"

"No, just trying to come to grips with what's happened?"

"How's Rachel taking it," I asked, sitting down next to him. He sat up, a pained smile gracing his lips. Sighing, he leaned instinctively into my shoulder, wondering how much information he could keep to himself.

 _Probably not a lot_ he decided, _Susan always seems to be able to read me_.

"You want the truth," I nodded, fixing a stern yet compassionate gaze on my friend, waiting patiently for his reply. "I think Rachel's dealing worse than me. I don't know, Susan…I'm at a loss in explaining the situation to her."

"Do you want me to help?"

My co-worker chuckled, lifting his head from its resting place. "I know your intentions are pure, Su but Rachel kind of regards you as an enemy now. You probably would alienate her more…no offense," he said, pushing his glasses up onto the bridge of his nose.

Cracking a smile, I fought the urge to give him a punch in the arm. "Hey! At least let me try what's the harm?"

"She'll end up hating _both_ of us," Mark deadpanned.

This time, I _did_ punch him. His expression portrayed mock shock flawlessly, responding overdramatically to the nearly feather-light hit. My lips twisted into a playful scowl. "Oh, _thanks_ for the confidence booster!"

"Ow! Susan, that actually hurt I think I'm injured!"

"It did not you're fine."

"Remind me to not get on your bad side," Mark commented, rubbing his arm distractedly. "You are welcome to talk to Rach if you want, however, I can't promise she will react well."

I smirked, "I'll take my chances. How's the custody arrangement going?"

"Jen has her now and I have her this weekend. Is the adoption process of Little Suzy coming along?"

A radiant beam lit my face as I thought about having my niece in my life permanently then faded when I imagined the obstacles I still had to overcome. Mark noticed my change in demeanor, wrapping me in a warm hug. "Susie, what is it?"

"I am willing to reasonable, Mark Chloe can have visitation rights…once she cleans up her act that is I would just prefer to be the one to raise Suzy."

He nodded understandingly, squeezing my shoulder. "I know and I'm proud of you for dealing with this while juggling work. You are a strong woman as far as I'm concerned you've proven your worth."

Smiling, I rose to my feet. "Thank you, Mark, but unfortunately, it's not _only_ your opinion that matters." The man paused a second before planting a kiss to my forehead, hoping to sooth my current doubts.

"Don't let anyone underestimate you, more importantly, don't let anyone tell you you're not worth anything. Not Morgenstern, not Kasem not even Kerry," Mark said. "They do not control you."

Enveloping him in a hug again, I grinned. "I was going to check on Suzy before it becomes too hectic, do you want to accompany me?"

"Sure," Mark replied.

* * *

A few minutes later, we walked into the hospital daycare. Little Suzy looked up, her blue eyes lighting up. I knelt down and picked her up, swaying gently. "Hi, Suzy, how's my girl?" She grabbed my necklace, her fist clinging tightly. Mark gazed at me as a soft, maternal smile stretched over my face, admiring how the added responsibility of caring for my niece had strengthened my character. He placed a hand on my shoulder, leaning over to stroke Suzy's pale blonde hair.

I glanced into his eyes and sighed, the moment shattered by our pagers going off. Shaking my head, I slipped back into professional mode. "Bye, Sweetie, I'll see you later," I mumbled, putting the toddler on the floor.

"Wonder what it is this time?"

"Maybe it's a pipe through the skull…you never know."

* * *

"That's highly improbable, Susan the chances of it are slim." I flashed a smile at my friend before I drew back a curtain to reveal Carter struggling to wrap his hand. Pausing, I evaluated the scene in front of me right down to the blush creeping into the medical student's flustered cheeks—uncomfortable under my gaze as if he sensed I stood behind him.

"Or Carter," I drawled teasingly, "I'm curious is this a false alarm or did you actually need our help? You seem to be handling it. What happened?"

Mark chuckled. "I would like to know too."

"Alright, but don't tell anyone…you know how Doug likes to run his mouth…I…I…I kind of had a mishap with a scalpel."

"That's it, who hasn't it's nothing to be embarrassed about, Carter," I said patting him on the shoulder. "Here, let me take a look." I snapped on a pair of latex gloves from a nearby container, peeling back the bandage. My expression became concentrated as I stated at the young man's injury—assessing the damage—silently, pensively.

"Well, Dr. Lewis, will I live?"

I shook my head jokingly, a grin tugging at my lips, inwardly laughing at his semi-childish sense of humor. "Yes Carter, just let me apply a couple of stitches to be safe." He nodded and adjusted his arm position. I smirked. "If you move too much I'll end up poking you, stay still!"

* * *

I glanced over to Mark, he answered my look with a subtle smile and mouthed that he was going to check if Doug had any patients. Without losing concentration, I gave a wave goodbye. Sighing, I tied the last stitch and clipped off the long ends, standing up.

My friend flexed his fingers, testing the motion. "Thanks, Dr. Lewis. I owe you one."

I chuckled. "Don't mention it, Carter I'm going to see Mark needs any help, be careful." The med student nodded as he watched me leave he wasn't sure if I was aware if of his crush on me, however, that seemed irreverent at this point. He knew I was well out of his league and possibly harboring affections for someone else…


	2. Talking to Rachel

**Hey, here's chapter 2 sorry for the wait. I don't own _ER_ or any characters I only own the plot the OCs. Susan comes over to Mark's for dinner and to talk to Rachel as he suggested. She asks them if they like each other and they talk about Carter. As always, read and review and tell me how it is reviews keep me updating. Enjoy ch. 2 ~Serria Spell23.**

* * *

 **Ch.2-** _Talking to Rachel_

Later that night, I arrived at Mark's, letting myself in using a gentle knock. I smiled as I saw him standing at the counter. "Hey, sorry it's so late…my shift just ended. Where's Rachel?"

"She should be coming down in a minute…she's used to dinner being later on the weekend…" My friend glanced at the clock, a teasing glint in his eyes. "Susie, it's only seven o' clock, you're not late."

A blush tinged my complexion and I giggled softly. "Thanks, by the way, you won't be bothered that I brought along Suzy, will you?"

"Of course not. It'll give Rach a chance to meet her. Hold on…Rachel come down, please!" I lifted my niece from her car seat, cradling her against my shoulder. "Do you want help," Mark asked.

I shifted the toddler to a better position, grinning sweetly. "Yeah, do you happen to still have Rachel's old highchair packed away…not that I'm trying to impose or anything?"

"Nonsense, Su, give me a minute it's in the basement." My friend kissed my cheek and left to retrieve the item. Shortly after, I heard small feet padding down the stairs. Rachel scanned the scene, placing her hands on her hips.

"Where's Daddy and what are you doing here?"

"Your Dad invited me over for dinner and to see how you were doing with the situation. He'll be right back he went to get the highchair from the basement."

The girl nodded, shifting from foot to foot. Oh, you aren't here to replace my mom, are you?"

I shook my head, smiling comfortingly at her. "No, sweetie I'd never try and replace Jen…your mother…" I grimaced and added a bitter remark under my breath so that Rachel did not hear, "although, a robot would be a better substitution." As I sat down the couch again, I ran my fingers through my hair with my free hand while the other still held Suzy, who was looking around curiously.

My friend's daughter sat beside me watching as my niece shifted on my lap. "What's wrong is this about Dad?"

"No, of course not, Rach…I have nothing against your Mom I just hate what she put him through…your father is my best friend we've known each other since we were kids…"

"Susan," Mark called, "do you mind giving me a hand?"

* * *

I rested Suzy in her car seat, walking to the opened door of the basement. Leaning gingerly on the door frame so that I didn't lose my footing, I smirked as I observed my co-worker attempt to climb up the stairs carrying the highchair. "Haven't I _always_ told you, you're too gangly?" He laughed, stopping a moment later when he felt his grip slipping.

Susie, I swear to God if you make me drop this before I can get close enough to you and I get hurt…and I have to go to the hospital…ergo Doug makes fun of me you're going to get it!"

"Oh, I'm _so_ scared," I replied, grabbing a hold of one of the sides once Mark came closer. Together we squeezed the chair through the door, my friend offered to carry it to the table and I obliged. Sitting down, I glanced at him, nodding slightly he picked up Suzy and brought her to the highchair, settling her inside. I grinned, placing a hand on Mark's shoulder. "Thanks."

Rachel came over, staring at us with wide eyes. "Can you read each other's minds?!"

"Almost, Rach, we've known each other long enough…we tend to automatically know our moods we are attuned to each other…" My friend broke off feeling awkward, rubbing the back of his neck.

"In other words, we have chemistry," I finished good-naturedly, gesturing that the girl should sit down.

"So you two like each other?" Mark nearly choked as he rose to bring the dinner to the table.

"What brought _this_ on, honey? The ever expanding curiosity a growing mind or are people talking?"

The five-year-old scrunched up her nose, showing her amusement. Both...the guy you call 'Doctor Microphone' talks," she murmured, staring pointedly in my direction.

Mark's eyebrows shot up, muting a shocked, exasperated sigh. "When did you tell her that?!"

"I didn't! _She_ mustn't been eavesdropping when you brought her into work and heard me call Doug by his 'term of endearment.'" I spooned Suzy's strawberry banana baby food into her mouth, frowning, my expression becoming tense.

"Well, she knows now, Su…hey relax what is it?"

"Nothing, I'm just worried Chloe will interfere with the adoption and steal Little Suzy away from me…I know I'm being selfish and this is _not_ appropriate dinner conversation, however…" My voice trailed off as my face saddened my friend's hand caressed mine tenderly, offering me support.

"As I said before, Susie, I won't let that happen…you are finally happy and I'll do whatever I can to ensure you stay that way," my best friend replied.

Smiling, I pecked his cheek. "Thank you, Mark at times it seems if you're only the person I am truly able to count on."

"You're not alone, you know."

"I know."

* * *

After the meal ended, we relocated to the couch I leaned into the cradle of Mark's arm as my niece snuggled closer to me. We shifted the topic to a more positive, lighthearted one: Carter's behavior earlier today. My co-worker chuckled, recalling the man's agitated demeanor. "He seems to be enamored with you, Susan."

"I noticed and I care about him too just not in the same way."

Mark nodded, stroking my hair. "I understand. You don't want to hurt him but it's hard."

I eyed him incredulously, sighing heavily. "Try impossible, Mark. He's so sweet and naïve I do not want to be the one to give him first _real_ heartbreak if I can avoid it."

"Well, I wouldn't worry about it right now, Su, maybe it's phase…a passing fancy perhaps Carter will grow out of it."

"Don't consider me a bad person for saying this but I hope so…I could not imagine explaining the internal details to Morgenstern—he would probably assume that I took advantage of our young student's feelings—which I'd never."

Rachel cleared her throat, tapping my arm. "How did you and Dad meet, Susan?"

The question jolted me from my tangent, I glanced toward Mark smirking. "Chloe had fallen off her bike and your dad stopped to help we've been close ever since."

"Oh, okay…"

"Not what you were expecting…sorry to let you down, Rach but our meeting was more mundane than you read in fairy tales. No fireworks, we just lived our lives as normal teenagers in high school."

My friend smiled at the memory. "Life seemed simple back then." He checked the time, shaking his head. "It's your bedtime, young lady, I'll be up shortly."

"Alright."

I sighed. "I should go too, Mark it's late. Thanks for tonight."

"You're welcome, Susan," he said, walking me to the door, leaning casually against it. "See you tomorrow night." He kissed my forehead, wrapping me in a tender hug. I thought unless I was mistaken I sensed an undertone of longing—which was reciprocated if I was being honest, however, I didn't know if acting on it would be wise with all the drama we've had to deal with lately…even if it was a welcome exception.


	3. Guilt & Confessions

**Hey, sorry for the wait here's chapter 3. I don't own _ER_ or any characters I only own the plot and OCs. I hope I'm not rushing the storyline since I want it to focus more on Carter/Susan subtext and the relationship between Susan/Mark being the obstacle that Carter has to overcome (ie is holding him back.) This isn't the first heartbreak for Carter by any means in this story because of that relationship. Anyway, please read and review and tell me what you think reviews keep me updating. Enjoy ch.3~Serria Spell23.**

* * *

 **Ch.3-** _Gulit & Confessions_

" _You don't know how long I have wanted to touch your lips and hold you tight, oh you don't know how long I have waited and I was going to tell you tonight but the secret is still my own and my love for you is still unknown alone_ "

Alone~ Heart

Carter paced around the hospital, trying to project an aura of calm, cool collectedness—one that would make it appear as though he _actually_ knew what he was doing—and for the part he did, however, when it came to hiding his emotions pretending his heart did not break as he reminded himself of Mark and me he was an open book. Of course, it had never been mentioned out in the open but Carter knew better everyone innately kept in check with the gossip…the rumor mill as it were… courtesy of Doug Ross.

The young man shook his head, eluding eye contact by looking at his sneakers. Carol walked into clinic mumbling quietly to Dr. Ross probably something accusatory or the end of a flirty bantering session. She pecked his cheek, rolling her eyes playfully—definitely a lover's quarrel—she was never able to stay angry at him even when she should.

"Carter, you okay," his friend inquired, propping her foot on the wall.

"Oh, yeah, Nurse Hathaway I…just didn't sleep well last night…"

"No need for the formalities, Carter…and I know you're going through."

The med student blinked slightly astounded. "You? How?"

Carol titled her head toward the dark-haired Pediatric resident diligently tending to a patient. Sighing wistfully she continued, measuring the tenderness displayed in his manner that he rarely showed—to anyone —even her. "Doug is guarded to put it nicely. He won't let anyone get close he prefers brief flings to long-term relationships…he has his reasons but it hurts. I've loved him since I was twenty-one years old, Carter and half the time I am still stepping on eggshells around him _but_ I wouldn't change anything."

Nodding, he rubbed his neck, stammering out his reply. "But…I never said what was bothering me."

The nurse settled an errant curl behind her ear, fixing a stern gaze upon the man similar to the one I would use to scold him—probably customary of all the nurses and doctors that were above him—and grinned gently. "Carter, I'm not blind, I _have_ noticed the admiration not to mention the longing looks that you have sent Susan's way."

"Well, that doesn't matter _her_ approach is to ignore whatever this between us…and I know she's in love with Dr. Greene, however, that doesn't soften the blow."

"Just hang in there, Carter…"

* * *

Doug glanced over at Carol, motioning with his head to indicating that he needed her assistance. Leaving her relaxed pose, she strode over to him. "You called Doug?"

"Yes…what was that about?"

"Just Carter's crush on Susan I attempted to give him advice but it felt faulty. I'm a broken record with this kind of advice…you'd think because I'm experienced in the area he's struggling with I would be able to help…" the nurse mumbled bitterly.

Her co-worker glanced away guiltily, his eyes roaming anywhere but Carol's heartbroken face.

 _This conversation again_ , he thought as he focused more on the patient than the woman beside him. The tightness in her throat was a clear sign that she was distraught he didn't know what else to say. "I'm sorry…"

"Go to hell!" She stalked away, suppressing the urge to smack the smug undertone from his voice. I entered the clinic stilling my friend's attempted escape resting my hand on her shoulder, pulling her into a hug.

Frustration-fueled tears pricked Carol's eyes as she gazed at me—a sad sigh fell from her lips—revealing the degree of despair she felt because of Doug's idiocy.

* * *

I smirked, ushering my friend from the room. "C'mon, he can finish himself we have other patients that need our attention." The nurse's mouth opened in amazement at the impromptu innuendo that I had snuck into the conversation. This was the reason we were best friends I always knew what say make her feel better particularly after Doug was an ass.

"Oh, he most certainly can," Carol replied, returning the smirk, her arm around my shoulder. "Thanks, Susan. So what's going with you and Mark?"

"Nothing explicit, nothing out in the open. Why?"

"Oh, I had to soothe Carter's fears a little bit ago he was under the impression that you're in love with Mark."

I sighed, frowning shamefacedly. "I _hate_ 'leading him on' if you can call it that but I do care about Mark to some extent…I'm just confused."

"Su, you are head-over-heels for Mark…he's divorced now's your chance to go for it…confess how you feel."

I crossed my arms, unsure how to rationalize my disputed emotions. I wanted to voice my feelings to our friend, however, I couldn't shake the medical student's disheartened face from my thoughts. Carter was caught in the crossroads between my blossoming love with Mark and my perpetual empathy that caused me to experience immense guilt whenever I _seemed_ to hurt him. Still innocent and starry-eyed, Carter had a personality almost mirroring my own. Eager to learn— somewhat reversed if he found himself in a situation he was insecure about but always ready to please or aid anyone who asked for him.

"I _can't_ get Carter's hopes up, Carol…I _can't_ hurt him!" I said, "he hasn't exactly had luck in the 'love department' he's inexperienced…he's not Doug." I chuckled, grimacing after seeing her expression. "Sorry."

"No, you're right, Susan he's not. Why don't you run this by Mark, see if he has any of his trademark advice…and maybe talk about something else too? Don't worry, I'll cover for you."

* * *

I found the man standing by the whiteboard inspecting Kerry's newly implemented code—the goal in her mind had intended for it to save time—although it seemed to just make the hospital a hectic, unsympathetic mess—the opposite effect.

"You wouldn't have to deal with this if you'd made me the chief resident," I mumbled into his ear.

"Susan, we've been over this…" He faltered, his tone becoming attentive, "something wrong?"

I chewed my lip, nervousness speeding my heart rate. "We need to talk…when you're not swamped that is Carol's covering for me." Mark caressed my cheek, smirking playfully. He let his hand wander toward mine as he interlocked our fingers. Blushing, I tore my eyes from his gaze. "Do you think you'll be missed if I steal you away for a moment?"

The doctor shook his head, leading the way to the longue, holding the door open for me. "I'd imagine not someone will page us if anything comes up. How's Suzy doing?"

I sat down on the couch, trying to focus on what I'd say to him. "Fine. I'm unable to shake Carter from my thoughts though…the guilt is killing me."

Mark chuckled, stroking my hair. "Guilt why? You shouldn't beat yourself up, Susie, Carter will get over it."

"I love you," I blurted out and clapped my hand to my mouth once the phrase was uttered. The man beside me removed my hand lightly kissing my lips he pulled away after a second to whisper a reply.

"I love you too, Su I have for a long time...of course my devotion Jen blinded me…ironically she chilled it to the core when she _cheated_ on _me_ telling the truth directly after she'd been in that car crash. I'm so stupid…I should have realized sooner."

Resting a fingertip softly against my friend's lips, I made a 'Shh' sound, smiling comfortingly into his eyes. "It's okay, Mark, can I ask you something…I've been meaning to bring it up since dinner the other night. Would you like help with Rachel to adjust…I need help with Suzy I'm drained I will admit that. Course you can say no…"

"What are you suggesting, Susie?"

"I could move into your place and assist you we could lean on each other."

"That seems harmless enough," he laughed, "God knows I need it."

* * *

Unbeknownst to us, our student stood in the hallway, his knees halfway buckling—mind swirling into a melancholy blur—the world, the wayward, desolate fantasy of me reciprocating his affection dissolved as sugar did when poured into water—promptly and without encouragement.

 _I waited too long_ , Carter mused forlornly. In truth, he should feel grateful that a weight no longer pressed on his chest, however, it hadn't ebbed completely a hollowness was the replacement. He felt alone, finally letting the tears flow silently, venting the raw heartbreak he hoped he'd never experience.


End file.
